Only Human
by firewings86
Summary: Max can't sleep until she's sure Caroline knows she ISN'T a "B." Caroline is touched. Max is embarrassed, then Caroline is embarrassed. Just an ordinary day in the Maxoline life. T for now. :P
1. Chapter 1

For the first time since before Max can remember, the pillowcase isn't working. Well, it's not really the pillowcase, but she likes to pretend that it is because the idea of falling asleep rubbing the hem of a scrap of Caroline's pajamas is too weird and pathetic to actually think about. Max is tough; she doesn't need that shit.

Pink with Eiffel Towers all over it. So Caroline. She hurls the piece of fabric as far away as she can, but it only goes a couple of feet before wafting down and alighting on the floor. She glares at it and its little grey flowers stare back like eyes. With a huff, she swings her legs over the side of the bed. She can't stop thinking about Mike or Mark—or whatever that guy's name is—standing Caroline up like that. Who does he think he is? Where does he get off making her feel like a "B"? She said she was adopting the pass-fail system, which is great, but Max has trouble believing it.

Caroline is a perfectionist: just not a pass-fail kind of girl, and she still looked a little, well, upset even after they were back home for the night. Max didn't ask if she was okay, and all she did earlier was tease her about her fake boobs (they were ridiculous and did deserve it, after all—her real ones are great—well—fine, they're fine). She didn't plan on asking, either, until her fucking brain decided to flood her with this… what's that feeling that normal people get when they do something bad and later they—oh! Right. Guilt.

Fuck it, she'll just use some of the sleeping pills Sophie gave her. She shuffles into the kitchen, pushes things aside and looks around and behind them. Nothing. She could have sworn she left them next to the toaster, but the toaster must have broken up with them and sent them packing because there's a vacancy between it and last week's stale bread. Ugh, Caroline is always trying to clean, and all she does is put things where Max can never find them. Medicine cabinet? Nope. Maybe Caroline actually _hid_ them. She starts going through everything, pulling dishes out of the cabinets, slamming them successively louder on the counter every time she takes something else out and does not find the pills behind them. Where the hell could the damned things be?! Stupid Caroline, always taking her stuff, invading her sleep, invading her life—

"Max, what are you doing?"

There she is, standing there rubbing her eyes, a patch still missing out of her stupid pink pajamas. Her hair is messed up from sleeping and the rubbing smudges yesterday's makeup and it's actually kind of… no, it's infuriating. We're _mad_ at her, Max reminds herself.

"Looking for my pills, man!"

"Max," Caroline says, sleep in her voice, "those pills are awful for you; even Earl said so. Besides, I thought you didn't need those anymore?" Her bracelets jingle as she smoothes her hair down. Does she ever take those off?

Flour kicks up in the air and hovers when Max slams the unsealed bag down onto the counter. "None of your business, Blondie."

"Come on, you don't need to take those. Let's just go back to bed, okay?" She sighs and turns back towards her room, like Max is going to just give up that easy. Please.

"Yeah, that's right. Nothin' to see here. You go back to bed—unless you know something about where my pills went. You wouldn't, oh, I dunno, steal them and hide them or anything, would you?"

Caroline is easier to read than a hooker's how-to for high school dropouts. A nervous look washes over her face and then she laughs, a high, irregular, almost frantic kind of laugh. "Of course not. That's so silly. What would I take your pills for? _You're_ on pills, you… skank, you. I'm sure they'll turn up somewhere. Come on, go to bed, Max. It's like five in the morning."

"I _knew_ it!" Max wheels around, brandishing a spatula at the pill-thief. "You hid them or threw them away or something! Give them back or I will cut you!" Ah, her weapon of choice is a spatula. She glances at it. Right. "Or… spatule you to death!"

"'Spatule'? That isn't even a word."

"Or bash your head in or whatever! Don't change the subject!" She narrows her eyes and gives Caroline her best death threat face. Caroline just scoffs, so Max ups the ante and snatches a wooden spoon off the counter with her other hand. Dual-wielding like a boss.

"All right, fine, I threw them away!"

"Caroline!" Okay, that probably came out more like a whiny second-grader than a cold-blooded killer, but she's doing what she can under the circumstances. She's exhausted and frustrated and doesn't know why her heart hasn't stopped beating all fast and weird since, like… hours.

"I'm sorry, but you had no idea where those pills have even been. You got them from Sophie, for God's sake. They could have been laced with some slow-horrible-death drug or bleach or…"

"You owe me new pills." Max abandons the spatula but keeps the spoon; better safe than sorry, might need it, etc. Girl fights can be brutal. "I can't sleep until I get some and you don't want to spend any more time with No Sleep Max than you have to, trust me." She holds the spoon up threateningly. Caroline throws her hands up in defense and takes a step closer to the kitchen.

"I thought you had that piece of my pajamas to use as your pillowcase or whatever!"

"Well, it stopped working! I couldn't look at it without—oh, forget it, just go back to your vagina bed and I'll go spend some time with the plane in my nightstand or whatever."

Caroline crosses her arms, looking incredulous. "Without what?"

Max cocks an eyebrow at her. "What are you talking about?"

"You can't look at it without what?"

"Oh, that." Max tosses the spoon down and heads for her bedroom. "It's nothing."

"Max!" Caroline darts in front of her and blocks her path. Max tries to push her out of the way, but she slips in front and wedges herself into the doorway. Damned skinny girls. "Max, come on, just tell me!"

"No, it's nothing, come on!" Max tries to push past her and get into her room, but she's surprisingly strong for a scrawny chick, and she doesn't want to fight hard enough to hurt her. Yet. (She WILL cut her if she doesn't drop it and let her in eventually).

"Please tell me," Caroline begs, backing out of the doorway and leaping into the bed. Ugh. Why does Caroline always seem to end up in here intruding on her bed space and all?

"I couldn't look at it without thinking about you," Max blurts, just wanting Caroline to leave her alone so she can go back to feeling weird in peace, by herself. "Just about all that stuff earlier, with that guy standing you up and all. It just really sucked and I felt bad for you."

Caroline smiles and rolls her eyes—barely. Just enough for Max to see it happen and scowl. Caroline is giving her that look like she's an adorable little kid again. She hates it.

"Aww, Max," she says, and Max's scowl intensifies. "Is that all? I'm okay, really! You don't have to feel bad for me, I promise. I didn't really care about that guy anyway. Mike or whoever."

"It's not that," Max snaps. "Just, I never told you"—she crosses her arms and stares away, bites her lip and mumbles through her teeth, not believing that she's about to say what she's about to say—"you're an 'A.'"

"What?" Caroline crawls to the edge of the bed on her hands and knees, her dorky flannel pajamas sticking to the covers and bunching them up when she moves.

Max feels too stupid to lift her gaze any higher than the mattress and Caroline's knees. She can't look her in the face while she repeats, loudly enough for Caroline to hear, "You're not a 'B.' You're an 'A.' That's what I wanted to say and instead I just made fun of your boobs. There. I said it."

Caroline's feet hit the floor and then her arms are around Max's shoulders, squeezing her and half choking the life out of her. "Don't get all mushy on me!" Max says, trying to wriggle out of Caroline's grip.

"That's so sweet, Max, but it's okay. I can admit I'm a 'B.' I've come to terms with it."

"I _knew_ you couldn't really handle pass-fail."

"I mean, maybe I used to be an 'A,' but…"

"No," Max repeats, emphatic, as she finally elbows free. "You're an 'A' _now_. You work for what you have, and no matter how much shit the universe dumps on you, you always just stay so positive. Don't get me wrong, it's kind of annoying, to be honest, but maybe that's something more people should work on. I don't know. And I know you won't believe me, but you are pretty without your fancy pearl necklace and your hair extensions and all that shit, way too pretty for Mike and Andy and all those douchefaces. You—"

Caroline stops her mouth with hers. At first Max is too shocked to respond; it takes a few moments for her brain to register _Caroline's lips on her lips_, the scent of her perfume clouding her senses, the brush of fine blonde hair against her cheek, and then it all hits her at once and she jerks away and jumps back.

"What the hell?!" She gasps for breath, clenches her shirt over her racing heart. Caroline's eyebrows wrinkle like she's going to cry.

"I'm so sorry! I just got caught up in the moment and I've been having all these really confusing feelings since the strip club and sometimes I think, like, what if I _am_ bisexual, and you're my best friend and sometimes it's easy to confuse all this best friend love I have for you with maybe some possible curiosity stuff and I don't know what I was thinking and I'm so sorry, Max I—"

"Whoa, _whoa_, Goldilocks, _breathe_! Stop that. Stop looking at me like I'm going to eat you, Jesus. It's okay." Max coughs and dusts herself off. "I thought you were trying to suffocate me with your mouth or something. Now that I know it was an accident, hey. No harm, no foul."

Caroline stares at the floor, humiliated. Max waits for her to look up and say something, but she doesn't. Is she really going to make _her_ do all the talking? She should know by now that _talking_-talking, like, _actual_ talking, is not Max's strong suit. She can feel the awkwardness growing by the second. Soon the whole room will get taken over by a raging awkwardness monster at this rate. She sighs. _I guess it's up to me to be the knight in shining armor, as usual_.

"Hey." She takes Caroline's hand and squeezes it, but those blue eyes just fix themselves ever more firmly on the floor. "Come on, I didn't mean to embarrass you or whatever." She puts on her best cocky grin and says, her voice teasing and light, "It's not like I've never thought about it. That Chanel lip gloss _is_ pretty hot."

Nothing! Max is getting a little desperate. If Caroline's this upset, she really won't be able to sleep. Stupid "guilt."

"_Hey_," she says again, dropping Caroline's hand to grab her jaw and try to turn her face so she can look at her. Caroline resists, silent. Silent? Oh, that is scary. Caroline's never been embarrassed speechless before. "Come on, don't be like that. Look at me. Seriously, look at me, come on." Finally, her eyes flit up, just for a moment, to meet Max's. Then she looks back down.

"Caroline," Max says, hardening her voice to try out her best rich white girl impression. "I order you to look at me. If you don't look at me, I'll do something both of us'll regret and then you'll never let me live it down." She waits. Nothing. "Fine."

Max reaches around and, cupping Caroline's cheeks, kisses her back—gently at first, hesitant, waiting until Caroline starts to come out of shutdown and cooperate. Max keeps her eyes open so she can watch her friend relax, note when her shoulders loosen and drop before she feels her sigh on her lips. When the kiss trails off, Caroline dares to look up, and their eyes lock.

"Well," Max says with a smirk, "how was your first time? I find that girls aren't necessarily better, just different."

"I'm so embarrassed," Caroline says, her voice still small and uniquely pathetic.

"Hey, don't be." Max takes a seat at the edge of the bed and pats the spot next to her. Caroline follows. "Everybody's gotta experiment at some point or another, right?" That one almost gets a chuckle out of her, but she doesn't answer. Another long silence and Max's tone re-serious-izes. "I meant what I said at the shop, you know." She puts an arm around that skinny waist and Caroline collapses into her, nestles into the crook of her shoulder. "You are my best friend and I do… ugh, all of that L-word stuff." Caroline smiles and buries her face in Max's neck. "Okay?" Caroline nods. "Hey, I need some, like, verbal confirmation. Okay?"

"Okay," Caroline mumbles, pulling away with a small, almost-sad smile.

"Hey, don't look like that. Do you wanna sleep with me? Will that make you feel better?" Max hops over to her side of the bed and pulls back the covers.

"It was just a kiss," Caroline says, trying to overcome the weakness in her voice. "I'm not that kind of girl. At least buy me a drink first, geez." Max grins.

"There you go!" Both girls can't help but laugh. "You gonna be okay, there, Goldilocks?" Max asks, marginally more serious and finally starting to calm down.

"Yeah, I'll be all right," Caroline says, and punctuates it with a small, demonstrative smile. "I'm just gonna go back to bed. I'll see you in the morning, okay?"

"'Course." Max nods her encouragement. Caroline slips out, still looking a little tense, and shuts the door behind herself.

Max heaves a sigh and scans the floor for her little piece of pajamas. She crawls to the edge of the bed and snatches it up, flops down, jerks the covers over her head, sighs again. What else can she do? Her heart is still hammering away, really, and now she has an entirely new set of issues to work through. Great. She glances at her clock—5:30—and closes her eyes. Did all of that really just happen? Could it have? How is she supposed to feel about all of this?

Feel? No, no. Feelings are for pussies, she decides. She'll deal with all of that crap later.

Still, the tickle of Caroline's hair on her cheek tiptoes through her mind no matter how hard she tries to push it aside. She shrugs to herself under the covers. _It was pretty hot, I guess_. Interesting. She never pegged Caroline for a bi type.

Oh, who is she kidding? Everyone wants her, as well they all should, and Caroline is only human. She giggles (once, quietly) and yawns. Caroline Channing wants the V. Who'd'a thunk it? Sometimes life is strange and beautiful and relentlessly hilarious. _Oh, universe. You got me this time. You got me_.

And with that, at 5:37 A.M., Max drifts off to sleep and a scrap of pink flannel slips from her fingers and falls, little grey flowers and all.


	2. Chapter 2

**A/N: *shifty eyes* once again I am writing with my shipper heart and not with my skills (lolol), and posting without editing and all that fun stuff. I CAN'T HELP IT I JUST GOT A LITTLE CARRIED AWAY UGH**

* * *

_Anything? _"I'll do _anything_"? Not her smartest idea, not by a long shot. Caroline sighs and studies the juice stains on her blouse again. Pointless. She flings it to the bathroom floor and tugs a polo on. This pastry school had better be worth it. The humiliation has to stop somewhere. It's been two straight years of the stuff, and fetching juice was not what she had in mind when she took an administrative position in the office.

But then… she slips out of the bathroom and sees Max's face: a hint of a smile plays on her lips as she shuffles around the kitchen. She looks so happy, and Max never looks happy by default. If this school has, miracle of miracles, managed to cure Max's Resting Bitch Face affliction, then it must be worth it. Caroline nods to herself, validated.

"Hey, weirdo," Max calls around a mouthful of chewing gum. Caroline winces. Ever since that awkward… incident… the other night, she can't seem to face her roommate with the same ease as before. Max must really think she is a weirdo. Who kisses their roommate? Who does that?

"Hey," she offers back, trying not to sound too timid or tired.

"Let's go out. Celebrate surviving our first day of school and stuff." Max spits her gum into her hand and sticks it under the counter. Caroline opens her mouth to scold her but then thinks better of it—it's not like it would do any good—and considers her proposal. It has been a while since she's been out anywhere, but she is exhausted, and she doesn't know if she's up for a night of drunken one-on-one with Max so soon after… the _incident_, still.

"I don't know, Max. I'm a little tired."

Max puts on her whiny face. Oh, geez. "Come onnn. We haven't been anywhere in forever! My liver's gonna shrivel up and die of debeerdration!"

Caroline has to lift an eyebrow at that one. "Dehydration with respect to beer, not water? Is that what we're dealing with here?"

"Duh!"

Oh, what the hell. Might as well, she supposes. It might help clear the air between them a little, or at least it might help her to forget that kiss. "All right, all right," she says with a sigh and a half-smile. "Just let me change first."

"Yes!" Max does a dorky little victory dance. _What a loser,_ Caroline thinks, but fondly.

Max is ready to leave in five minutes. It takes Caroline forty, and by the time they get to the bar, there's only one seat left at the actual bar.

"Shotgun!" Max dives into the barstool. "Hah! Mine, bitch."

"Oh, come on! That isn't fair! Don't I deserve the chair after working my ass off all day to pay for _your_ pastry school admission?"

"Pffft." Max rolls her eyes. "Are you ever going to let me live that down?"

"No! You might be literally working _your_ ass off if it weren't for me!"

"Fine, fine," Max says, a bit of dismissiveness tinging her concession-voice. "I _guess_ I can share the chair with you." Her nails are red and shiny against her black leather skirt as she pats her lap. Caroline looks up at her face in time to see her wink.

_Oh, God, I can't do this_.

Max bursts into laughter. "Oh my God, you should see your face. You obviously haven't had enough to drink. Here." In under thirty seconds, Max has a drink in Caroline's hand. Two drinks. Three…

After four drinks, Caroline looks from the dance floor to Max's face and jumps when she finds it's only inches from her own. She startles so hard she almost falls off of Max's lap.

Max's lap?!

_Play it cool, Caroline. Be cool, damn it!_

"Some pretty hot stuff goin' on out here tonight, eh?" Max says into Caroline's ear, vodka on her breath and her earrings clinking as she leans forward. Caroline shouldn't be able to hear them over all the noise in the bar, but she does. Everything else is a distorted blur and every word Max says is knife-sharp. She gulps and nods, again fixing her eyes on a nearby redhead twerking up against her boyfriend.

"Speaking of hot stuff," Max says, slapping the side of Caroline's ass as best she can from her current position, "let's go dance!" She stands, and Caroline nearly falls out of her lap before she can catch herself. She stumbles on landing. Maybe she's had a little _too_ much to drink. Number five may not have been her best idea either, she thinks, staring down at the gin and tonic in her hand. Max laughs and grabs her arm. "Don't fall over, you drunk. Come on!"

Caroline's head swims as Max plucks the gin from her hand, slams it down on the bar, and starts dragging her out to the dance floor. The whole room spins. Everything smells like sweat, alcohol, and Max's perfume. Some part of her brain is aware of Max's shoulders hard under her arms, brown hair tickling her fingers. Max's thigh brushes her… _well_… parts of her, as she dips and grinds. She joins in the dancing as best as she can, though Max looks way less drunk-white-girl than she does. Max looks… no! No strip club flashbacks!

Caroline loses track of the minutes. She has no idea how much time has gone by when the upbeat club tunes cut off and are swiftly replaced by an acoustic version of "Clarity" by Zedd.

"I hate this song," Max says at the exact moment Caroline says, "I love this song." They chuckle and pause, glance around at the couples. Everyone else is slow-dancing. The girl's voice is beautiful, Caroline has to admit, perfect for fostering a slow-dancing kind of atmosphere.

_If our love is tragedy, why are you my remedy?_

She looks back down at Max, whose hands are loosely around her neck, her face teasing and coquettish. Max clears her throat and Caroline smiles and looks awkwardly away again.

"I seriously do hate this song," Max says. "Let's get out of here. Ready to go home?" Caroline nods.

The walk home is another blur. Caroline stumbles along, clinging to Max's arm. She doesn't understand. Max had to have had at least seven or eight drinks at the rate she was downing them. Is she superwoman? Caroline doesn't even know if she can survive the whole walk home.

But somehow she does, and the next thing she knows, they're bursting into the apartment and dropping their purses on the floor. They start across the living room, Caroline still clinging to Max's wrist for support. She makes it most of the way to her bed and collapses onto it, but forgets to let go of Max, who is pulled off-balance—

"Whoa!"

—and falls after her. Caroline half-laughs.

"Oops. Sorry."

"Don't give me your fake apologies," Max says with a smirk, her words slurring. "We both knew you'd get me in bed with you eventually."

Caroline gasps. "Max! That's not funny."

"Hey." Max crawls up, her face once again uncomfortably close. "Remember that time we had phone sex?" Her smirk is unwavering. Caroline swallows hard. This is not happening. She inches closer to the edge of the bed.

"I don't. I don't remember most of that night, remember?"

Max lifts up to slide on top of Caroline and pin her wrists down. This is _not happening_.

"You totally want my body," she teases, her voice sing-songy. She grinds against Caroline's hips for emphasis.

"No, Max, come on, I do not!" Caroline blushes fiercely and looks away—she has never felt gay, not a day in her life, but her body has her caught in a lie.

"Think you'll remember this tomorrow?" Max murmurs, a dangerous glint in her eyes. Caroline lies still and watches, stunned and silent, as she leans over—earrings still clinking and perfume still intoxicating—to part her lips with her tongue.

_I think I'm dying_. Caroline wants to pull away—this is wrong, so wrong, and it's going to destroy their friendship, she just knows it—but she's tired, tired enough to feel like there's an enormous invisible weight on her chest holding her down, and Max's lips are _amazing_. Softer, fuller, warmer than any guy's and—_Oh, God. I _am_ a latent bisexual_.

"Max," she whispers in a break in the kiss, but Max bites her bottom lip and tugs on it, pulling her right back into another kiss harder than the first.

"Come on," she mumbles, grabbing between Caroline's legs. Caroline gasps again. "I'm helping you experiment." Max leans to the side, presses her lips against her ear, and says, her voice heavy and sultry and her breaths coming fast, "Isn't that what you wanted the other night?"

Caroline could just kill herself. She'd thought that maybe, just maybe, Max was starting to forget about all that, but of course she's wrong. Max's fingers working on the button of her pants snap her out of her mortified agony.

"Max, I can't—I ca—" Max's teeth between her legs cut her off. She bites at the fabric, pulls at it, pushes against it with her tongue. Blank slate. Caroline's mind goes numb. Her words fail her, her eyes squeeze shut, her back arches without her permission. It's like an out-of-body experience. She feels like she's watching herself dig her nails into Max's scalp from above. This cannot be real. Pants unbuttoned. This can't be her. _I'm dreaming, right? Ha ha, brain, very funny. Wake up, now. It's time to wake up_.

But she doesn't. She looks down and the last thing she sees are those blue eyes, hard and haunting and locked steadfast onto her own, as Max pulls down the zipper.


	3. Chapter 3

Caroline doesn't get that sometimes sex is just sex. This is clear to Max now. She's obviously freaking out. She refused to make eye contact for, like, two days after their drunken one night stand thing, and now she still barely actually says anything to Max. You'd think she'd get over it quicker; it's been at least a week or so.

Max has been spending most of her free time at the pastry school trying to steal glances through the side window into the office to see what Caroline is doing. She's had lunch with Nicholas every day this week which is a little worrisome. The absolute last thing she wants is her roommate dating her teacher. What if she has to see him outside of school? _Ew_. That's just not supposed to happen, ever.

Today, Caroline is talking with Bebe over crackers and some kind of cut up fruit. All Max can really see is the back of her head, but she doesn't seem to be moving around or discussing anything too exciting.

"Max." She jumps at the sound of Nicholas's voice and snaps out of her wondering what the hell Caroline could possibly have to talk about with that dog freak. "Would you like to share with the class what is more interesting out there than your soufflé?" Her cheeks are getting hot. She's probably all red and blotchy now. Great.

"No sir," she says in her most cooperative voice possible, maybe a little too loud. "Nothing interesting. Soufflé all day, just how I like it." She offers the teach' a sardonic smile and turns back to her bowl of batter. Bastard trying to screw her roommate _and_ boss her around, oh no.

Deke leans over and mumbles, "I'd rather be strung up and souf_flayed_ than spend four more hours in this classroom." Max snickers. She has to give him props for that one.

"Chef Nicholas can be such a funkiller; maybe just needs to get souf-_laid_." Deke nods and high-fives her. She steals another glance at Caroline and to her surprise, Caroline is staring at her… and then comes out of the office and heads toward the classroom. _Dammit_. Probably either drama is about to happen or she's just interrupting valuable class instruction time to fraternize with Nicholas. …_Again_.

But she stands at the window and motions to Max to come. Max elects to try to ignore her, but then she taps on the glass with an inconsistent, annoying rhythm until she finally caves and raises her hand.

"Yes, Max?" Nicholas walks over to her, but then notices Caroline and waves. His fingers say hello, but his eyes say bedroom.

"Caroline wants me to go talk to her," she blurts. Deke shoots her a look for being a delinquent-failure. She should have coolly asked to go to the bathroom or something, but she doesn't care. She does what she wants.

Nicholas looks back and forth between the two of them. Caroline waves to him and smiles sweetly, and he can't keep his own little self-satisfied smile from showing. "All right," he says. "Just this once."

"Thanks, chef!"

Max struts off and through the classroom door. She wipes her floury hands on her apron and looks expectantly at Caroline, who is standing there with her arms crossed, looking worried and fidgety.

"What's up?"

"Max," Caroline says, nearly cutting her roommate off in her immediacy, "Nicholas asked me out for drinks tonight. I really want you to go with me and make sure I don't do anything stupid. _No_ one-night stands. I can't… yeah." She shuts up, but Max can pretty much fill in the blanks. _I can't do that again, it was a mistake, it'd be weird, blah blah blah_.

"We-elllllll," Max says, latching her hands behind herself and rocking back on her heels, "I would help you out, but I actually have plans with Deke later."

"Oh. Okay. That's… fine." Caroline's eyes flash. Oh, man, she doesn't like that at all. She purses her lips and puts her hand on her hip, giving Max a look that clearly says she might should reconsider her decision. This is probably what she looked like in her top bitch days, giving orders to servants and, well, being queen of the rich people. Like off the side of a cake mix box: just add money and tiara!

"What?" Max says at Caroline's obvious seething.

"Nothing. I said it's fine."

"I told you 'fine' never means 'fine.'"

Caroline flips her hair over her shoulder. "Just wondering why suddenly everything is all 'Deke, Deke, Deke' all the time."

"Who else am I supposed to be hanging out with? You're busy with Nicholas, remember?" Without waiting for a response, Max turns back to the classroom door.

"Max, please come with me. Please. I'm asking as a friend."

Max freezes with her hand on the doorknob and sighs. She considers for a moment and then says, "Fine, whatever, maybe Deke and I will drop in or something." Caroline's whole body drops off high alert. Max nearly chokes on her relief. No, really nearly chokes—within seconds, Caroline is all over her hugging her neck so tight Max is worried she's going to break it.

"Thank you so much! Really, thank you, it means a lot to me."

"Ugh, how many times do I have to tell you I don't do hugs? Get off, ew, Jesus."

"Sorry." Caroline pulls back, smoothes her shirt down and composes herself. "See you after school, I guess."

A few hours later, Max and Deke walk into a bar after Caroline and Nicholas. The place was Nicholas's idea, and it's nicer than what Max is used to. For budgetary reasons, she and Deke decide to just drink a beer each.

Nah, to open a tab in Nicholas's name.

"He'll be too busy with Caroline to notice anyway," Max says, trying to tone down the bitterness in her voice. Deke doesn't seem to notice her tone or her face or her general irritation; he is staring over at the couch they left Caroline and Nicholas on.

"Um," he says, "I think he already is."

"What?" Max follows his gaze. It's true. Nicholas didn't wait ten seconds before they walked away to get his tongue down Caroline's throat. "_Ew!_"

"Right?"

"Oh, God," Max says, "look at them! That is _disgusting_."

"Amen, sister."

They get their drinks—a beer for Max and a screwdriver for Deke—and flop down in the chairs at either end of Caroline and Nicholas's couch. Even the noise doesn't stop them. Max shifts around in her chair, making the leather squeak, and slurps her beer, staring at the two. Deke loudly clears his throat. Still nothing for a good ten seconds.

"Shit," Deke says, "they aren't just busy, they are biz-_zay_, huh?"

"Oh, hey, guys," Caroline says, looking up with a dazed smile. "Sorry. Just got a little… sidetra…" She trails off when Nicholas puts a hand on her waist and gently pushes her down on the couch, crawling up to kiss her harder.

Max and Deke stare awkwardly at each other. This is so weird. Do they not have any common decency? When did it become normal to suck face like that in front of your friends? They're not even drunk! Deke glances over at them, makes a horrified face, and looks back at Max, who vigorously nods her agreement.

"This is weird," he says.

Then Nicholas grabs Caroline's boob and she moans, actually freaking _moans_, right there on the couch in front of Max and Deke. Max swore she wasn't going to think about that time when she and Caroline had drunken sexy times but then that stupid moan just brings it all flooding back and it's too weird and too much. His hands where her hands have been, his mouth on the lips she'd been kissing, Caroline arching and whimpering like an animal for _him_, his fingers in Caroline's hair, his shadow on Caroline's face—it hits her like an ice cream truck. She can't handle this. She really, actually, honest-to-God can't. She snatches her purse and stands up.

"Yeah, you know what, fuck this. Deke, I will _pay_ you money I don't even have to babysit these idiots so I don't have to look at all this. Or don't; whatever. Not our problem."

Oh, _that_ gets Caroline's attention. Of course. She jerks her head up and actually bothers to push Nicholas back a bit (though she leaves her hand on his chest; minus decency points). "What?" She stares at Max like a deer in headlights. "Max, I thought you were—"

"Well, I'm not anymore," Max says. "Have a one-night stand or whatever. I don't care. Just count me out. I'm done here."

There is actually some small satisfaction in turning and walking away while Caroline is still gaping after her and before she even has time to protest.

"Bye!" Deke calls. "You owe me!" Max waves to him over her shoulder.

She doesn't make it far before the bar door opens and slams shut in the distance behind her, immediately followed by the tapping and clacking of heels running on pavement.

"Wait up!" Caroline's voice. Max groans. For once, she wishes she'd sprung for a cab. "Max, wait!" She doesn't. She makes a show of keeping her pace consistent, not wanting to show that she's bothered enough to try to speed up and avoid her, but she doesn't feel like she owes it to her to slow down, either. When Caroline catches up, she is disheveled and out of breath. "What are you doing?" she asks, half concern and half confusion. Max looks at her like she's stupid.

"Walking home. What does it look like I'm doing?"

"It looks like you're ditching me!"

Max scoffs. "And what were _you_ doing in there? How was that not ditching me? You beg me to come and then totally ignore me all night for some heavy petting with my _teacher_? Yeah, sounds like a great night out." She clutches her purse tighter and keeps walking, her footsteps getting harder and angrier. Caroline gets quiet for a few seconds. Dumbfounded, even.

"We were just having a little fun," she insists weakly.

"A little. Okay." Max's tone is dripping with sarcasm. Caroline narrows her eyes.

"Look, Nicholas is hot and really nice to me and we have a lot in common. I'm sorry if it makes you uncomfortable, but I can date whoever I want."

"Uncomfortable? Taco Tuesday at the Mexican place down the street makes me uncomfortable. That was disgusting. That would have made a porn star uncomfortable!"

Caroline goes silent again and extra tears start to shimmer in her eyes as she walks, hugging her arms and staring at the sidewalk. Max almost feels sorry for hurting her feelings, but she's just being honest like she always is. Caroline should be used to it by now. Max doesn't have time to coddle and shelter her, not even from herself and her own opinions.

"That really hurts, Max," she says finally.

"Yeah, well, life hurts. There's another lesson you never learn being rich and beautiful, I guess."

Caroline frowns and the wind whips her hair in her face as she says, "You're being really unfair. I just really like him, okay?"

"You can like him all you want," Max says. "Just don't do it in front of me. Now will you let me walk home in peace?"

"Is this about last week?"

Max stops in her tracks and wheels around. "Oh, _now_ you want to talk about it? Now you want to stop treating me like I'm the plague or something? You've been acting like the apocalypse happened all week." She grimaces at herself on the inside. It's like she can't stop herself. What little filter she has left is finally dead; everything that crosses her mind spews out of her mouth like dirty water out of a busted pipe. "Newsflash: _it didn't mean anything_. You didn't have to go and friend-dump me over it!"

Caroline frowns at the ground, apparently concentrating hard on a crack in the sidewalk. Her frown intensifies as she thinks until she slowly turns her eyes back on Max and shakes her head. "You really mean that?"

"Yes! Of course I do!"

Caroline's voice shakes. "It really meant nothing to you?"

"Are you deaf? Am I speaking English? That's what I said, isn't it? I was drunk. We both were. What else would it have meant?" Somewhere deep inside, Max is uncomfortable with what she's saying at this point. Maybe it's because she's upsetting Caroline when that's not really what she wants; it's like she can't help it. It's just what she does most of the time. Maybe it's because a lot of what she's saying might not even be true. She hasn't thought about it enough to know. Never intended to.

"I was still trying to figure that part out," Caroline says, sounding hurt and defeated. Max falters, then recalls the image of Nicholas sucking Caroline's lips off her face and embraces her anger. She doesn't know why it bothers her so much, but even so, she's definitely justified this time. She can just feel it.

"With Nicholas's dick up your ass? Great strategy!"

"I can't believe what you're saying. It never got anywhere near that and you know it."

"Yet," Max mutters.

"What about you basically replacing me with Deke, huh? How am I supposed to feel about that?"

She is crossing the line in a major way. Max grits her teeth. Who the hell does she think she is to even be _thinking _of comparing their situations? "Deke and I are _friends_. We have only ever been friends. You dropped off the face of the planet so we started hanging out more. Problem?"

"Yes, problem! He's annoying. He's immature. I don't like him. I don't like you when you're around him."

"Well," Max says with a scornful laugh, "funny thing about that: if you can hang out with anyone you want, so can I." She wheels around again and starts walking off toward the apartment. When she glances over her shoulder, Caroline is still standing there in shock, staring after her with her mouth open. "And oh," Max spins around to call, still walking backwards, "Deke took French in high school for three years and he says yours is terrible! Awful! Nearly fucking incomprehensible!"

Caroline finally cracks. She screams—a sort of frustrated, growling scream—and hurls a shoe at the back of Max's head as she storms off. It hits her back, but she ignores it, so Caroline throws the other. She misses. The shoe bounces impotently off a wall and into the middle of the sidewalk.

Max can barely hear her sobbing as she rounds the next corner.

* * *

**A/N: I was really mean in this one lolol, sorry guys XD**


	4. Chapter 4

**I am soooooo sorry this took so long. :\ I've been having a rough time at home and haven't had much time/space to write. To make it up to you guys, I wrote some angry sex like you wanted? :D**

* * *

Caroline holds her breath outside Max's door. She has absolutely no clue where to even possibly begin this talk. She knows Max isn't going to want to have it at all, but it's going to actually drive her insane if she doesn't get some sort of resolution. Caroline is the type of person who likes to have things decided. Max has always been the go-with-the-flow girl out of the two of them.

Max hasn't spoken to her in three days, since their fight outside the bar. Work at the diner has been beyond awkward, and school… not much better. The self-respecting part of herself told her that she should keep dating Nicholas even if Max wants to pitch a fit about it because it's unhealthy to let anyone else control her. The part of herself that loves Max, though, ultimately did keep her from seeing him again outside of school. Something just kept holding her back every time she went to text him, and it turned out to be a good hunch—the jerk is married, though that would be beside the point anyway now.

Should she apologize? Should she tell Max about Nicholas and say "You were right," and hope it buys her some points? Should she stick to her guns and demand answers? They all seem like the right course of action one moment, and then she fidgets and walks a circle or two and suddenly her previous idea is terrible and nothing she comes up with is reasonable. Truth be told, she's been terrified of Max since the night they slept together—terrified of seeing the emotional repercussions play out, of getting too close and ruining their entire friendship, and of potentially wanting to do it again. It'd be easier to just pretend it never happened, but she can't.

"It's just Max," she tells herself under her breath. "Okay, so she's mad at you. Big deal. You've had plenty of fights with girlfriends before. We're best friends. Best friends fight sometimes. It's going to be okay. Just… go."

Before she can talk herself out of it, she raps on Max's door. The knocking is louder than she meant it to be and she cringes at the noise. What if Max is asleep? It would be even worse to wake her up and piss her off. She paces in another circle waiting.

But no answer comes. She hesitates—should she knock again?—turns to leave, then loops back around to the door, wondering if Max is okay or if she's even home. Best to check. Ever so gently, she twists the doorknob and pushes the door open. There's a lamp on, she notices that much immediately. Caroline sticks her head in and peers around Max's dresser. She is here. She's sitting up in bed reading a _book_.

"Max?"

Max doesn't look up.

"Can I talk to you?" Caroline's heart hammers in her chest. Waiting for a response is killing her. She would rather have anything than this angry, heavy silence. She's never seen Max hold a grudge like this, ever. She slips into the room and closes the door, edges closer to the bed. Max still isn't answering or even bothering to glance her way. "I didn't know you read," she says jokingly, then has a small, internal panic attack at having said it. What if Max takes it the wrong way? Did it come across like she was implying Max is stupid? Damn her (lack of) filter!

"Yeah," Max says without looking up, and turns a page. "Sometimes I like to read sad animal books." Caroline cringes. She can only imagine the depressive state Max is in if she is voluntarily reading or watching sad animal anything.

"Oh," Caroline says, nervous. "Which one is that?"

Max shrugs. "The one where both the dogs die." She flips the book around and looks at the title: _Where the Red Fern Grows_. Caroline knows it well: a classic. A tragic, heartbreaking classic. "Or something," Max finishes, righting the book and continuing with her reading. She isn't far in yet. Caroline suspects she knows the book better than she's letting on. _Charlotte's Web_, _Black Beauty_ and _The Fox and the Hound_ sit in a stack on her nightstand. Oh, God, it must be really bad if those are her selections; Caroline hopes those are the books she plans on reading and not the ones she's finished.

"That one is really sad," Caroline says. "I've read it. I definitely cried."

Max grunts her acknowledgement. This might be even harder than Caroline originally thought.

"Max, I really want to talk to you. Can you please put the book down for just one minute?"

A dark eyebrow arches over the top edge of the pages. Max stares incredulously at her roommate for a moment, then wordlessly resumes reading. _Fabulous_. Caroline groans on the inside but does her best to keep her outward composure.

"Please, Max?"

"Ugh, fine," Max finally says, "if it'll shut you up." She shoves a bookmark into the novel and slams it down on her nightstand. "What?" Her eyes are hard and impatient, both focused sharply on Caroline. It makes Caroline feel like she's being stalked by a predator. She squirms.

"I did stop seeing Nicholas after the other day."

"Yeah, because Bebe told you he's _married_. Deke heard. He told me because that's what friends do."

Caroline sucks in a long, deep breath. Max is trying her patience and playing with her feelings already, but she has to stay strong. "No, I stopped seeing him before I found out because it clearly bothered you."

"Clearly." Max's sardonic laugh. Caroline could go a while without hearing it and be just peachy. Today she obviously doesn't get that privilege.

"Look, I'm trying to work with you here. I hate fighting with you. I just want to clear some things up, okay? So, I stopped seeing Nicholas. You didn't like me dating him. I can respect that. I just _really_ never expected it to bother you like that."

"Well, me either! But then I kept seeing you two together and it was just _ew_." Max's face twists up in utter disgust. "I've never cared who you date, just… not him."

"Okay," Caroline says slowly, "so I could find a different guy, one who's not your teacher, and start dating him tomorrow, and you'd be okay with it?"

"Totally," Max says, but in a halting, unsure way. "As long as I don't have to look at it. If I want to watch two idiots going at it I'll turn on some Skinemax." This is what confuses Caroline. Max is right—she never has cared, until now. Suddenly she doesn't want to see any evidence of Caroline actually dating, ever? Suspicious. Very suspicious.

"But why? It didn't used to bother you."

"Well it does now. Hey, how about I ask you some questions now?" Max's tone is hard, accusatory. Caroline winces and shrinks back. "How come we have one drunken fling thing and you completely stop talking to me afterwards, huh? How come you avoided me the whole week and then turned around and immediately pounced on Nicholas?"

These are questions Caroline has asked herself many times. She thinks them over again, goes over the pre-formulated list of possible answers she's logged in her mind. "I really was trying to figure out what it meant to me. Seeing you just… complicated things too much while I decided. I'm sorry I didn't explain it to you beforehand, but I was freaking out. And Nicholas, I mean, I always thought I was attracted to guys. I guess I just wanted to verify that I'm still attracted to guys. And I am."

"Well that's just great for you, then, isn't it?"

"You didn't let me finish. What we did… I liked it more than I thought I would. It just confused me a lot. It confused me even more that it was with someone I really care about." Max makes a face and stares away as if she is unable to stomach the idea of Caroline caring about her. She doesn't answer, so Caroline continues, "I know you said you were drunk and it was just sex to you, but I'm just not wired that way."

"Congratulations."

"And frankly," Caroline says, moving to sit on the edge of the bed next to Max's legs as she fidgets irritably with the edge of her comforter, "I'm not ready to accept that's all it was to you either, drunk or not. You never answered my question—_why_ does it suddenly bother you to see me dating?"

"I don't know. Jesus." Max glances at the door. Caroline can tell she's getting frustrated with the conversation, feels backed into a corner. Typical. Max is always running away from absolutely anything that might involve feelings.

"Please don't take this the wrong way," Caroline says, smoothing the blankets over Max's nearest leg in a nervous, repetitive motion, "but I think it's because you're jealous."

Max barks out a laugh. "Me? Jealous? Please!"

"I figured that's what you'd say, but I think you just don't want to face the fact that you don't want me dating at all. You want me here with you. True?"

"No," Max scoffs. "That's crazy. You're crazy."

Caroline sighs. She knew that getting Max to admit to anything would be like pulling teeth. She'll definitely need some time to come around, if she ever does, but this has to be the answer. There is no other logical explanation. Caroline may be many things, but stupid is not one of them, and neither is unobservant. Max has been acting like a brooding, jealous boyfriend and it probably wouldn't matter if it were Nicholas or Mike or Andy or Brad Pitt at this point. That's Caroline's guess, anyway.

"Fine," she says. "Suit yourself." She gets up to leave.

Max grabs her wrist. "Wait," she says emphatically, an annoyed edge still in her voice. She pulls Caroline back down to the bed, frowning.

"Yes?" Caroline searches those wide blue eyes for any concession, any kind of softness, but Max just scowls, dashing her hopes for a peaceful resolution.

"I swear, sometimes I really freaking hate you," Max says—and kisses her, hard. She grabs Caroline's face, digs her nails into her scalp and bites her lip before diving in even deeper. Max's tongue pushes against Caroline's and glides over it. Caroline, in a state of near-shock, opens her mouth wider to accommodate, returning the kiss as best she can. She's never seen Max this aggressive. She can't think of the last time she was with a _guy_ this aggressive.

Max's hand drops to grab and squeeze at her breasts, hard, and she stiffens from the surprise as well as some degree of pain. Within what feels like seconds, Max charges even farther ahead, pulling on Caroline's skirt and swearing at the buttons—the ones on this skirt _are_ pretty tight and unusually annoying, but Max is taking her frustration to a whole new level.

"Why do you have to wear so many fucking clothes?" she says between her teeth as she shoves Caroline down onto her back on her pile of book-reading pillows. Caroline doesn't think Max really wants an answer; she immediately sets about jerking the skirt up, folding it back on itself to reveal Caroline's uncomfortably bare thighs. She shivers, though not entirely at the sensation of the cooler air against her exposed skin. Max skims a hand along her thigh and shoves it between her legs. Caroline swallows hard. Should she really let herself get caught up in this again? Is this going to be damaging to their relationship?

She doesn't have time to think about her options. Max's fingers are tugging her panties down from between her legs. She feels a new surge of wetness at the brief brushes of Max's fingers against her labia. It's not long before Max is feeling it too—as soon as she finishes displacing Caroline's underwear, she shoves her hand back under her skirt. Caroline can't suppress a gasp at the feeling of Max's fingers rubbing between folds, slick, frantic. Her body twitches and jerks involuntarily beneath Max's exploring touches.

"Max," she chokes out, hunched over her roommate's hand like a puppet.

"Lay down," Max says, pushing her back down into the pillows.

It's when she shoves two fingers in that it all becomes very stark and real to Caroline. She's entirely too sober for this. She can't control her breaths at all. They are ragged and irregular, ignoring her lungs' demands to bend to Max's fingers' whims. It hurts and then it doesn't. Max thrusts in and out, progressively faster and harder, until Caroline wonders how she still has the muscle to continue. Each thrust shakes her body; some even leave her knocking into the headboard.

She whimpers, squeaks, claws at Max's back and grips her shirt, white-knuckles it, holds on for dear life, hyperventilates between thrusts. Max largely ignores her except to occasionally lean down and forcefully kiss her. She never slows down. When Caroline starts to adjust, she adds a third finger and starts the whimpering and clawing all over again.

Caroline feels like she's going to explode; Max's fingers twist and slip in and out of her, then ram against her, hard, then go back to twisting around. It's painful and amazing and the best thing she's ever felt and she doesn't know how much more she can take. For the second time in the past week and a half, she looks up at Max's face, rigid in concentration, and is flooded with emotions: confusion, disbelief, pure adoration.

"Max," she whispers, her voice breaking. Max shoves inside of her and lets out a heavy, shaky breath as Caroline rushes to grab her hand and hold it in place. She acquiesces and doesn't pull out again; instead, she repeatedly curls and wriggles her fingers, prompting Caroline to reach up and pull her mouth down and kiss her again and again. "Max," Caroline says again between kisses, "I love—"

"_No_," Max hisses, clamping her free hand over Caroline's mouth. "Jesus, not now." Caroline flinches at her tone: _don't ruin this. Don't ruin it with your 'feelings,' Caroline_, she seems to mean.

After that, it's over quickly. Caroline just lies there, absorbing it, trying to process it—catalogue it along with the last time in her mind—while Max goes to clean herself up, wash her hands. How…anticlimactic and unromantic, Caroline can't help but think.

But Max does come back, flops down on the bed and sidles up close to her. Caroline smiles at the feeling of Max's fingers running through her hair and over her cheekbones. Max kisses her and she leans in to snuggle into the crook of her neck and play with the ends of her hair, too.

Neither one says anything. Caroline is a little afraid to. She can't think of anything to say that might not ruin the moment, and Max probably doesn't want to talk. If she's having a hard time making sense of her own feelings, she supposes, Max's predicament must be a thousand times worse. She doesn't have the highest emotional IQ in the world.

Still, for now, it feels like enough—to lie here in Max's arms, to kiss her without fear of repercussions or rejection, to fall asleep listening to only the sounds of her breathing and a lone owl lost in the city rooftops. She only hopes Max will still be here in the morning.


End file.
